Save Foods acquires 30M common shares of Plantify Foods

Save Foods announces that it has acquired direct ownership of common shares in the capital of Plantify Foods in the amount of 30,004,349 Common Shares, a company with its head office located at 2264 East 11th Avenue, Vancouver, British Columbia, V5N 1Z6, and whose Common Shares trade on the TSX Venture Exchange under the symbol "PTFY", at a purchase price of CAD$0.05 per Common Share, which were acquired in exchange for 1,164,374 shares of common stock of Save Foods. The Acquisition was completed pursuant to a securities exchange agreement between Save Foods and Plantify, dated March 31, 2023. Immediately prior to the completion of the Acquisition, Save Foods did not own or exercise control or direction over any securities of Plantify. As a result of the Acquisition, Save Foods exercises control or direction over 19.99% of the total number of issued and outstanding Common Shares of Plantify. Contemporaneously with the closing of the Acquisition, Save Foods, the lender, provided to Plantify, the borrower, a convertible loan in the principal amount of CAD$1,500,000 at an interest rate of 8% per year. The Debenture has a term of up to 18 months. The principal and interest payable under the Debenture may be converted into Common Shares on the Maturity Date, and in certain other circumstances. The principal may be converted into common shares at a rate of CAD$0.05 per common share in the first year and CAD$0.10 in the second year. The number of Common Shares issuable upon conversion of the Debenture will depend upon the principal amount advanced to Plantify, the interest accrued prior to conversion of the Loan Amount and the price at which the interest will be converted. However, assuming that the maximum amount under the Debenture is advanced to Plantify for the full term of 18 months and an Interest Conversion Price of CAD$0.05, the Loan Amount would be convertible into approximately 18,600,000 Common Shares on the Maturity Date. If the Loan Amount is converted into 18,600,000 Common Shares, Save Foods would control up to approximately 26.88% of the outstanding Common Shares assuming that no other Common Shares are issued by Plantify between the date hereof and the Maturity Date other than pursuant to the contemporaneous Acquisition. The Acquisition and Loan are being made for investment purposes.